On October 15, 2014, Institutional Shareholder Services Inc. (“ISS”) published its key draft policy changes for the 2015 proxy season. There are only two proposed updates for the United States. The first introduces a new “scorecard” approach to evaluating management equity compensation plan proposals and the second modifies the independent chair shareholder proposal voting policies. The open comment period closes on October 29, 2014 and ISS’s final 2015 US and international voting policies are expected to be released on or around November 7, 2014. The 2015 policies generally will be effective for shareholder meetings of publicly traded companies held on or after February 1, 2015.

Management Equity Compensation Plan Proposals -

Under its current policies, ISS uses a series of six “pass/fail” tests to evaluate equity plan proposals. ISS will recommend a vote “Against” an equity plan if the plan “fails” any one of the following tests...